Health Coverage Payment. The Corporation will make a cash payment (the "Health Coverage Payment") to Executive equal to 24 times the Corporation’s monthly pre-tax cost of contribution towards Executive’s then current employee and dependent health, prescription drug and dental coverage. If Executive is not enrolled in the Corporation’s health, prescription drug and dental plans, then the monthly amount will be equal to the Corporation’s contribution towards family coverage for such plans determined at the time employment terminates. Although the right to payment under this paragraph is based on the Corporation’s health, prescription drug and dental plan at the time employment terminates and is intended to fund payment for health coverage, the Health Coverage Payment is not required to be used for health coverage and Executive may use the Health Coverage Payment for any purpose. The Health Coverage Payment shall be paid to Executive in a single lump sum with the Cash Payment provided by Section 2(a).

Interest Coverage Ratio. The [[Organization A:Organization]] will maintain at all times an Interest Coverage Ratio of not less than 5 to 1.

Removal From Coverage. In the event the Executive’s job classification is reduced below the minimum level required for eligibility to continue to be covered by severance protection as determined at the sole discretion of the Committee, the Committee may remove the Executive from coverage under this Agreement. Such removal shall be effective three (3) months after the date the Company notifies the Executive of such removal.

Indemnification; Insurance Coverage. The Company’s By-Laws, as may be amended from time to time, provide to directors and executive officers of the Company certain rights to indemnification by the Company and to directors and officers insurance coverage. Employee shall be entitled to the same level of protection provided to executive officers and, as applicable, directors, as contemplated in the Company’s By-Laws, as may be amended from time to time.

Continuing Plan Coverage. For a period of two years following the Employment Termination Date, ​ will maintain in full force and continue to provide full benefits to Employee under all life insurance, health (medical and dental), accidental death and dismemberment, pension, and disability plans and programs in which Employee was entitled to participate immediately before the Employment Termination Date, except that # if Employee’s continued participation is not possible under the general terms and provisions of any such plan or program, ​ will provide Employee with benefits equivalent to those provided by each such plan and program, and # ​ will not be required to maintain any of these plans and programs, or the equivalent thereof, after Employee has either reached the normal retirement date under the retirement or pension plan in effect immediately before the Change in Control Date or secured full time employment with another employer that provides benefits to Employee under a comparable plan or program that are at least substantially equal to the benefits provided by ​. To assure compliance with Section 409A of the Internal Revenue Code, the timing of the provision of any benefits under this Section 6(c)(iii) will be subject to [Section B of Exhibit A] to this Agreement if and to the extent any part of that section is applicable according to its terms.

Consolidated Interest Coverage Ratio. As of the last day of each fiscal quarter, [[Borrower Agent:Organization]] shall maintain a ratio (the “Interest Coverage Ratio”) of # the Adjusted Net Income of [[Borrower Agent:Organization]] plus interest expense of [[Borrower Agent:Organization]], each on a trailing twelve month basis (numerator), to # interest expense of [[Borrower Agent:Organization]] on a trailing twelve month basis (denominator) of not less than 1.5:1.0. As used herein, “interest expense” means the aggregate amount of interest expense of [[Borrower Agent:Organization]] accruing during such fiscal period in accordance with GAAP on all Funded Debt (including Borrowers’ Obligations to Agent and Lenders), as such interest expense is reflected in the financial statements of Regional in accordance with GAAP (including as such interest expense may be increased or decreased in accordance with GAAP as a result of any applicable interest rate Hedge Agreements); provided that, notwithstanding the foregoing, interest expense # in respect of Bank Product Obligations or # constituting amortized debt issuance costs, in each case, shall not be included as interest expense in the calculation of such ratio.

Fixed Charge Coverage Ratio. The Fixed Charge Coverage Ratio determined for the most recently ended twelve (12) consecutive fiscal months of the Specified EBITDA Entities for which Agent has received financial statements shall be not less than 1.00 to 1.00 at all times, provided, that, the Loan Parties shall only be required to comply with the terms of this Section 7.1 during a Compliance Period, in which case such financial covenant shall be tested as of the last day of the then most recently ended fiscal quarter for which financial statements have been delivered and for each quarter end thereafter until the Compliance Period ends.

Consolidated Interest Coverage Ratio. Permit the Consolidated Interest Coverage Ratio as of the end of any fiscal quarter of the Borrowers following the ClosingRestatement Date to be less than 2.50 to 1.00.

Debt Service Coverage Ratio. The Borrower will not permit the Debt Service Coverage Ratio, determined for any period of four consecutive fiscal quarters ending on the last day of any fiscal quarter, to be less than 2.50 to 1.00.

No Defense to Insurance Coverage. [[Organization C:Organization]] has caused or will cause to be performed any and all acts required to preserve the rights and remedies of [[Organization B:Organization]] in any insurance policies applicable to the Mortgage Loans including, without limitation, any necessary notifications of insurers, assignments of policies or interests therein, and establishments of coinsured, joint loss payee and mortgagee rights in favor of [[Organization B:Organization]]. Other than with respect to a Scratch and Dent Mortgage Loan, no action has been taken or failed to be taken, no event has occurred and no state of facts exists or has existed on or prior to the Purchase Date (whether or not known to [[Organization C:Organization]] on or prior to such date) which has resulted or will result in an exclusion from, denial of, or defense to coverage under any applicable, special hazard insurance policy, or applicable PMI Policy or bankruptcy bond (including, without limitation, any exclusions, denials or defenses which would limit or reduce the availability of the timely payment of the full amount of the loss otherwise due thereunder to the insured) whether arising out of actions, representations, errors, omissions, negligence, or fraud of [[Organization C:Organization]], the related Mortgagor or any party involved in the application for such coverage, including the appraisal, plans and specifications and other exhibits or documents submitted therewith to the insurer under such insurance policy, or for any other reason under such coverage, but not including the failure of